Fear and Responsibility
by SOLDIER-MS
Summary: SOA spinoff: Peter has always feared his responsibilities. But when faced with the daughter he thought he lost, Peter begins to doubt his qualifications to be a father. He remembers the lessons of his uncle and looks to the future. Osborn schemes, but little May unknowingly has a silent guardian. Aspects of spiritual genre, family fluff and humour


Disclaimer: I dont own Spider-man or any other characters of Marvel

Hey everyone, here's a short one shot set in my Struggle of the Apprentice series. Though it doesnt actually revolve around the main character of that series. This one shot has a small connection to the fic Azure Eagle and the Amazing Spider-man family. In the SOA continuaty Peter and MJ got their daughter May back years before Civil War and have raised her ever since.

This fic revolves around the doubts Peter has as well as the doubts Ben had when he raised Peter. But it'll also involve a moment of certainty for them both, where they both realise that they can be excellent role models for their kids. Anyway enough ranting, here's the chapter :)

* * *

Fear and Responsibility

In a simpler time

May Parker sighed as she looked at her nephew. He'd been beaten up again and all because he'd been praised by the teacher during the latest spelling test. Five year olds these days seemed to be getting more violent everyday. But apparently Peter was being given detention for fighting back. May then turned to her husband, ever laid back Ben Parker.

"Ben, would you get away from the paper for once and help," May's frustration had reached the point where she'd even scream at her husband for help.

"I'm not going to take up the Bugle May so there's no point in yelling," Ben said.

"For gods sakes Ben be a father!"

Ben put his paper on the poof and sighed as he walked to the room Peter was playing in. The five-year-old boy was playing with the science figurines May had bought him, no doubt running a series of math and scientific equations that would be lost on the two adults. Having had no children, May and Ben had always been apprehensive about raising Peter. They weren't his parents and before he came into their lives, May and Ben had always felt that only a parent could raise a child.

"Hi Peter, May told me what happened at school, bad luck," Ben sheepishly rubbed his head as he sat beside Peter.

"Uncle Ben, should I try to be more like the people that beat me up?" the boy asked.

"What? Of course not Peter, you're a smart and bright kid, you should never hide that," Ben said.

"But Uncle Ben, all those guys are popular and the guys in the year ahead of me are popular too. I caught a glimpse of those high school boys and girls and all the jocks and cheer leaders seem to be popular."

'Wow, already we're on the subject of high school, this is harder than Richard made it look,' Ben thought, rubbing the back of his head.

Ben gripped Peter's shoulder slightly and looked the boy in the eyes.

"Listen to me Peter, being popular and being happy are two different things. Those guys are idiots, sure some of them might get scouted by football teams or college diplomas but if they're stuck in that "jock" state then they'll never be successful or happy, if you have a gift then you need to embrace it and your gift is your intelligence Peter, with that you can be anything you want to be," Ben explained.

"Really Uncle Ben?" Peter's eyes seemed to bright up at the speech.

"Sure Peter sure," Ben smiled as Peter ran to his aunt to tell her what Ben had said.

May looked to her husband as she hugged the boy. She mouthed the words "thank you".

Being a parent had always been difficult for Ben. More often than not he faced obstacles that made him question his role as Peter's father figure. May played her part perfectly, but she wasn't always there. So it would fall on Ben to get Peter out of situations, like the kind he got into the next day. Ben had been searching the papers for jobs while May had been at Anna Watson's house seeing Anna's niece Mary Jane. That was when Ben got a call from the school principle. Ben took his car and drove to the school, walking down the corridors towards the principle's office.

"Ah Mr Parker, Mrs Willis is waiting for you," the secretary said.

Ben nodded at the secretary as he walked into the office. And as he suspected the woman was as pompous and stuck up as they come. She was old school bless her, Ben swore he could see a cane in the corner of the room.

"Mr Parker, I presume," the woman said.

"Ben Parker, Peter's Uncle," he offered her a friendly hand, which she turned her nose up at.

"I presumed that I would be speaking to Peter's parents," she said.

"Well you see Richard and Mary were on their way to Russia on business when the plane unfortunately blew up," Ben put on a sarcastic smile as he looked at the principle.

The revelation took Mrs Willis by shock, but she made no sign of regret or any form of sympathy. Instead she went straight down to the heart of the matter.

"Peter is a bright boy, very smart and with proper guidance I'm sure he could be a very successful man. In fact I thought of putting him in a higher group, until today's escapade," Mrs Willis explained.

"What happened?" Ben asked.

"A small assignment, which he reacted to in a way we never expected. The class was asked to write a short story on what they wanted to be when they grew up…your boy said he was going to be a super hero!"

Ben rolled his head back, nearly falling off his chair as he laughed. It took a minute for him to fully recover and looked at the un-amused expression on Mrs Willis's face.

"Boys will be boys Mrs Willis, you cant expect a five year old to take their future seriously," Ben said.

"I examined Peter's case and I found out from his teachers that despite his grades he can be late for classes, he constantly makes wise cracks about other students and then there are these day dreams. In fact I don't think your nephew takes a thing in his student career seriously," she explained.

Ben paused for a moment, "he's five years old," he said.

"I've heard that excuse hundreds of times and I dismiss it that many times as well," she growled in frustration.

"Fair enough, but I don't think I can imagine a five year old that doesn't dream or isn't silly from time to time, and I certainly cant imagine a kid that takes their school career seriously. There comes a time when they'll have to take it seriously but it isn't at five years old," Ben explained.

"These moments are what make the difference between success and…"

"So success in your opinion is having a fancy desk and a suit like yours huh? Well with due respect lady, which is very little, I disagree. I don't have a fancy college degree, right now I don't even have a job but I know a good kid when I see one, because that's what Peter is that's what all of these kids are. Unless they have role models like you that bring them down and convince them that they're no good. I may not be the head of some fancy corporation but that doesn't mean I'm not as successful!"

Ben stood up and looked down at the woman with a defiant expression on his face.

"I got the best damn woman in the world to marry me and I'm raising the best kid I've ever met and he's gonna go far regardless of whether he gets some fancy lab job, because I'm going to teach him values that he can pass on to his kid one day. With great power comes great responsibility, and while you may not understand the concept of those words my success out of life will be teaching that value to Peter!"

Ben left that office and didn't return. May entered the office once and didn't go back either. They both simply did what a parent would do and taught Peter the valuable lessons that helped him grow.

"If I'm going to lie on your behalf Peter I at least want to know why," Ben said to a fourteen year old Peter.

"The knife belonged to a friend of mine, he was going to use it on these kids that were bullying us, I knocked him over and pretended the knife was mine so that he wouldn't hurt anyone," Peter explained.

Ben never had to raise his voice and he never had to be aggressive. He made sure the boy learnt hard and fair lessons. But more importantly he helped him learn one thing:

"With great power comes great responsibility," a fifteen year old Peter said as he watched the police take away a man he could have stopped, the man that killed Uncle Ben.

* * *

**A complicated time**

Ben Parker died a man of integrity and from wherever the dead went when they died he watched in pride, as his nephew became the man he knew he could become. He became a lot more than just a super hero he had became an icon. But more importantly Peter Parker was a friend, a hard worker, a husband and only recently had he and Mary Jane discovered, a father. They had found her rested on the porch of May's house and before any kind of medical test could be carried out, Mary Jane and Peter knew that this little girl was there's.

Mayday Parker, their baby daughter. Mary Jane hadn't stopped crying as she cradled the girl in her arms. Liz and Harry had come round to support them while the police spoke with Peter.

"Run this by us again Mr Parker, you think this girl is your daughter," one of the officers said.

"Paternity test can confirm it but the way she's reacted to us is proof enough," Peter said.

"Sorry Mr Parker but we cant just give a baby to the random household she was dropped off at, this ain't a comic book," the second officer explained.

"Listen officers, I'm sure the kid will be okay if we wait a day to do a paternity test, there's no need to drag her away," Harry said as he entered the kitchen.

"Mr Osborn social services needs to run its own investigation, we don't want to drag the kid away but we've got a job to do."

"Listen I donate generously to hospitals, there's one specific hospital that can carry out the test, I'll make a few calls, if the tests negative then I'll personally call you both," Harry explained.

"All right Mr Osborn, for now the kid stays here, but we expect you to have resolved this matter by twenty four hours, if not then we'll be coming back."

Peter turned to the sight in the living room as the police left. He saw Mary Jane and May playing with the baby and he knew that she was theirs. The way she laughed with her aunt and mother, there was no way a child could laugh like that with a group of strangers. Peter turned his head to the window, watching the police car drive around the corner. He heard a laugh coming from the living room and smiled as Mary Jane tickled the girl's tummy.

"Isn't that the cutest thing you've ever seen?" Harry asked.

"Yeah it is, I've gotta go Harry, I need to clear my head for a bit," Peter said.

"Your not going to be long are you?"

"Not too long no, I need to see someone for advice," Peter sighed, grabbing his coat as he walked out of the house.

Web slinging would have helped to clear his head. But whenever he was having doubts like this Peter would visit the one place where he knew he wouldn't have anyone judge him. He sat in front of the grave of his Uncle, the greatest man he had ever known. The words his uncle had told him, the mantra stayed with him forever.

'But can I teach that to my daughter?' Peter wondered.

He was tempted to ask the stone the question, but that would have made him look crazier than he already was.

'Oh to hell with it,' he thought. "Uncle Ben, can I really be a good father?" he asked.

He sighed, for as he expected silence was his only response.

"I mean, I'm already a lousy husband, I put MJ through so much worry, she's bringing in all the food and I'm out here saving complete strangers when I could be working in a lab. Hell even my intelligence can do better than Spider-man, I could be curing diseases or making new forms of medical treatments, but instead I'm still putting on that costume, can I really be a good father when the only thing I seem to be good at is being Spider-man?"

At that moment Peter found himself back in the house, young teenager again looking his Uncle in the eyes.

"I got news for you Peter," Uncle Ben said, speaking with the same compassion Peter remembered. "What your going through now is no different from what your dad went through, no different from what I went through. Did I ever tell you that your mom and dad came close to getting a divorce?"

Peter widened his eyes slightly, shocked at the news.

"But mom and dad loved each other," Peter said.

"More than anything else, but there are times when love doesn't seem to be enough for some couples, they need security and a load of other things that right now you don't seem to have," Ben grinned.

"I thought you were supposed to be encouraging me," Peter sighed.

"You never stop lecturing your children, May still gives you a lecture from time to time and you've had quite a lot of lectures," Ben chuckled as he patted Peter's shoulder. "Your mom and dad did come close, but in the end it didn't matter because they had each other, and they had you Peter. You were everything to them and I can tell now that even though you're here with me, that girl, that baby is everything to you. Its true you and MJ will drift apart, you'll argue and what not, but in the end you'll have done the right thing, she'll still love you because you did the right thing!"

Tears began falling down Peter's eyes as his uncle rubbed his shoulders.

"What's the right thing to do Uncle Ben, for once in my life I don't know what I'm supposed to do, give up that stupid suit and be a good husband and dad, or keep at this life and eventually leave both MJ and my daughter alone…I don't want to end up like my dad, not being there to give her the lectures you gave me," Peter's voice cracked as he wiped his eyes on his wrist.

"Its okay," Ben hushed the boy, pulling him into a hug. "Its okay, you are going to do the right thing Peter, because you can be all those things, a good hero, a great husband and an amazing dad, you remember what I told you Peter? You better still remember cause I had to die to hammer it into you," Ben laughed as he raised Peter's head.

"When you have the ability to do something, its your moral obligation to do it, its your responsibility to do it…you gotta live up to your potential while being the best kind of man possible…with great power, comes great responsibility!"

Ben tapped Peter's chest as he spoke.

"She got better than the best kind of man Peter, she got the Spider-man, she's your daughter Peter and I know that she'll be a great girl because she's got you, you are the bests parts of your mom and dad and the best part of me, being a father changes everything about you Peter and I know your gonna be a great dad because you adapt to change well!"

"So go back there and tell her about her Uncle Ben's!"

Peter raised his head, turning it to see Ben Reilly standing at the doorway.

"Tell her about every mistake," George Stacy walked up behind Ben, smoke rising from his signature pipe.

"About every moment that defined you," Gwen Stacy smile as she joined her father's side.

Ben pushed Peter towards the door, opening it and pushing him onto the porch. Peter looked back at the dead and smiled at them.

"Stop looking for the dead Peter, go out there and be a dad!"

Peter nodded his head and walked away. He brushed his hand against the gravestone and got off the grass.

"Thank you Uncle Ben, I know what I have to do now," Peter smiled as he walked out of the cemetery. It would be one of the last times he would ever visit his Uncle for advice.

* * *

Ryker's island

Norman Osborn was a quick-witted man, and although as a businessman he was serious to a fault, as a criminal he revelled in a newfound sense of humour. His smile could creep out even the armoured Guardsman. For that reason guards didn't often approach his cell and although security at Ryker's was tight, it wasn't enough to keep people out. Somehow Osborn would escape, to get revenge on his arch nemesis. He smirked as he leant back on his chair, knowing that that nemesis was currently hanging on a thread outside his cell.

"I expected you to come, although to be honest I was expecting you to smash the cell door open," Norman said.

"He would have every right to!"

Norman raised his eyebrows, hearing a much graver tone in Parker's voice. He turned around and gasped, for standing outside his cell door was Parker's mad clone Kaine. The masked man glared at Osborn, his arms crossed over his chest.

"But unlike him, I haven't come here to give you a deserved beating, besides he has better things to do now," Kaine said.

"What like being Daddy?" Norman scoffed. "We both know that it wont last, happiness never lasts for Parker," he explained.

"True, but that's only because people like you and the Kingpin get in the way. I'm not here to hit you, I'm here to make you a promise Osborn, you can fight and physically injure Spider-man however you wish, but you leave **her **alone!"

"You hypocrite, you were the one that let me take her," Osborn growled.

"That was then, this is now, and now I am making the promise that if you touch the child, if anyone who even works for you touches the child I will destroy you and unlike him I'm not afraid to do it. It wont just be you Osborn, I'll destroy the remnants of your company, your gear and any way to rebuild that gear, your resources and the only thing you give a damn about anymore…your grandchild!" Kaine explained.

"YOU WOULDN'T DARE!" Norman yelled.

"I WOULD! Because I do the things he wont, your life will be meaningless, your legacy itself will be destroyed and your only hope of revenge dead too, then and only then when you have realised that everything that was worth holding onto is gone and that it was all you fault…will I grant you an agonising death, and I think you like living don't you Osborn?"

Norman was left speechless and Kaine actually smirked.

"If you hurt the child then you'll have something worse than Spider-man to contend with," Kaine Parker said as he disappeared into the shadows.

For once in his life, Norman Osborn was the one terrified.

* * *

Queens-Parker Household

Peter walked back into the house, seeing Mary Jane waiting at the kitchen.

"Any news from social services?" he asked.

"None yet, Harry left, says he wanted to make sure the hospital was ready to carry out the tests," MJ said.

"Where is she now?"

"In the living room, May's playing with her."

An awkward silence hung over the couple, even as the kettle boiled. Peter placed his coat on the hanger and turned to his wife. She leant against the worktop, sighing as steam shot out of the kettle.

"She's ours Peter, that's definitely our baby May," she said.

"Mary Jane…"

"Don't 'May Jane' me buster, I was carrying that kid, I had her kicking my chest for weeks and filling me with enough hormones to match the Hulk, I know that that is her, I know that she's alive despite all the evidence the doctors had shown me otherwise. Your not the only person whose afraid Peter, I'm scared too, I'm scared that our child is going to be left without a father, I'm scared about what Osborn might do once he finds out, because we both know it was Osborn that was responsible for her disappearance. Hell I'm even scared of little things that I know wont happen, like if I turn out to be like my dad in the way I raise our children. But even with all those fears I'm still going to do my job and be a mother to her, just like I know that if you choose to keep being…you know who, that you'll still be a great dad," MJ explained.

"I would make a great dad wouldn't I?" Peter asked.

"You would, I'd make the lousy mom," Mary Jane smiled.

"Please, I'm always late, I barely know how to change a diaper and I'm not exactly a breadwinner am I?"

"But despite that we're still going to try."

"MJ the girl may be taken with us but we still haven't scientifically confirmed whether or not she's really ours," Peter explained.

"MY GOODNESS!" May screamed.

Peter and Mary Jane looked at one another, denial flashing in their eyes. They ran into the living room and gasped at what they saw. May was on the floor, staring at the ceiling, a ceiling now occupied by a very amused wall crawling toddler. Mary Jane looked to Peter with a smirk as he sighed.

"I guess she's definitely ours then," he said.

May and Mary Jane screamed as the girl fell off the ceiling. Peter dived to the floor, grabbing his daughter before she hit the ground. While Peter sighed in relief, the little girl laughed as she swung her arms around.

"Peter, Mary Jane, what's going on?" May asked.

"You'll probably want to sit down Aunt May, there's something I need to tell you," Peter sighed, sitting down with his daughter in his arms.

After the revelation of his lifelong secret, Peter's aunt left her house to give the couple and their daughter space. She seemed remarkably understanding, and that led Peter to wonder whether his aunt knew all along. Harry and the services still hadn't call and for a moment Peter thought his friend had bought services off. He shook those thoughts aside as he walked into the bedroom. Mary Jane was sleeping on the bed, with little May resting beside her. A smile crossed Peter's face as he climbed onto the bed. He closed his eyes and put his arm around his two girls.

No matter what the future held for them, they would be all right.

* * *

_A brand new day_

Forty-year-old Peter Parker was in a rush. He had a senior Avengers meeting to attend and he couldn't find the most important item for the meeting. Wading through the closet, Peter threw old shirts and coats out in his search. Mary Jane stood at the kitchen, cooking the dinner for May's Eighteenth. She played with the strands of her greying hair as she turned to the doorway. Her husband rushed by, lifting up the sofas in his search.

"Mind your back Peter," she warned.

"I need to find it," Peter said.

"Find what?"

"My suit, have you seen it MJ?" Peter asked.

Mary Jane thought for a moment, "Which one?"

"Very funny MJ," Peter sighed.

Peter paced around the living room, rubbing his head in frustration. He could have sworn he left his costume in the closet.

"_So let me ask you something Eugene, does it look like Spider-man's lost weight?"_

"_Actually Jameson I'd say with that chest it looks more like he's had a sex change!"_

He turned to the TV and sighed.

"Well at least she followed my advice about a mask," he said.

"She takes after you you know," MJ sighed. "I'll call the guests and tell them she'll be late."

"And I'll call the Avengers, great I can just hear Logan and his boy laughing right now. Before you call the guests MJ could you help me find my other suit?"

Not the end

* * *

I hope the fic was good enough, the Spider families adventures continue in Azure Eagle and the Amazing Spider-man family, I might also do an MC2 style Marvel fic set in my SOA continuity, with a teenage May as one of many new heroes.

Everyone please tell me what you thought of the fic please


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